End User License Agreement

 

This End User License Agreement (the “Agreement”) is a binding agreement between you (“You”, “Your”) and Atmas Apps, Inc. (“Company”, “We”, “Us” or “Our”). This Agreement governs the relationship between you and us, and your use of the Company Rememberly. The Agreement terms are effective as of October 26, 2021.

 

If you are using the App on behalf of your employer or other entity (an “Organization”), then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organization, and you agree on behalf of the Organization to bind the Organization to the terms of this Agreement.

 

By downloading, installing, accessing, or using the App, you:

  • (a) affirm that you have all of the necessary permissions and authorizations to access and use the App;
  • (b) acknowledge that you have read and that you understand this agreement;
  • (c) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement;
  • (d) accept and agree to be legally bound by the terms and conditions of this agreement.

If you DO NOT agree to these terms, DO NOT download, install, or use the software. If you have already downloaded the software, you must immediately cease use and delete it from your Device. The Application is licensed, not sold, to you by Rememberly for use strictly in accordance with the terms of this Agreement.

 

 

Definitions

 

  • “Application” or “App” refers to the Rememberly software application, also known as Rememberly Tracker.
  • “Services” refers to any features, functions or utility provided by the App.
  • “You” are a person or entity using the App’s services.
  • “Company,” “we,” “us,” or “our,” refer to Atmas Apps, Inc., a company registered in the state of Illinois in the United States of America.
  • “Device” is any device such as a phone, tablet, computer or any other device that can be used to access the App and its Services.
  • “Third Party Service” refers to dependent software platforms, advertisers, partners, and others who provide content or services to the platform that enable us to provide services to You.
  • “Agreement” refers to this End User License Agreement (EULA)
  • “Web Site” refers to the web site hosted at https://rememberly.app/

 

License

 

You agree not to, and you will not permit others to:

 

  • License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application.
  • Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
  • Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Rememberly or its affiliates, partners, suppliers or the licensors of the Application.

 

Intellectual Property

 

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, and other confidential information, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by Rememberly shall always remain the exclusive property of Rememberly (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organization) a license to Rememberly’s Intellectual Property Rights.

 

You agree that this is Agreement conveys a limited license to use Rememberly’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you. Accordingly, your use of any of Rememberly’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of Rememberly’s Intellectual Property Rights. This shall not limit, however, any claim Rememberly may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Except as expressly granted in this Agreement, Rememberly reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

 

You (and the Organization, as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software.

 

 

Modifications to Application

 

Rememberly reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

 

 

Updates to Application

 

Rememberly may from time to time provide enhancements or improvements to the Services of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

 

Updates may modify or delete certain Services of the Application. You agree that Rememberly has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular Services of the Application to you.

 

You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

 

 

Third Party Services

 

The Application may display, include or make available third party content (including data, information, applications and other products services) or provide links to third party websites or services (“Third- Party Services”).

 

You acknowledge and agree that Rememberly shall not be responsible for any Third Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Rememberly does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third Party Services.

 

Third Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

 

A detailed list including a list of third parties is available on the Web Site under the Terms and Conditions. You agree that you have read, fully understand the information, and accept the terms contained in these Terms and Conditions.

 

 

Term and Termination

 

This Agreement shall remain in effect until terminated by you or Rememberly.

 

Rememberly may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

 

This Agreement will terminate immediately, without prior notice from Rememberly, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Devices.

 

Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your Devices.

 

Termination of this Agreement will not limit any of Rememberly’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

 

 

Indemnification

 

You agree to indemnify, defend and hold harmless Rememberly and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organization (if applicable) or any third party. Furthermore, you agree that Rememberly assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

 

 

No Warranties

 

The Application is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Rememberly, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Rememberly provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

 

Without limiting the foregoing, neither Rememberly nor any of Rememberly’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Rememberly are free of viruses, scripts, trojan horses, worms, malware, or other harmful components.

 

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

 

 

Limitation of Liability

 

Notwithstanding any damages that you might incur, the entire liability of Rememberly and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you to the Company for the Application.

 

To the maximum extent permitted by applicable law, in no event shall Rememberly or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third party software and/or third party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if Rememberly or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

 

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

 

 

Severability

 

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

 

 

 

Waiver

 

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

 

 

Alterations and Amendments

 

Rememberly reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

 

Governing Law

 

The laws of United States of America, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

 

 

No Employment or Agency Relationship

 

No provision of this Agreement, or any part of relationship between you and Rememberly, is intended to create nor shall they be deemed or construed to create any relationship between you and Rememberly other than that of and end user of the and services provided.

 

 

Relief

 

You acknowledge and agree that your breach of this Agreement would cause Rememberly irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Rememberly may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

 

 

Headings

 

The headings in this Agreement are for reference only and shall not limit the affect the interpretation of this Agreement.

 

 

Geographic Restrictions

 

The Company is based in United States of America and provided for access and use primarily by persons located in United States of America, and maintains compliance with United States of America laws and regulations. If you use the from outside United States of America, you are solely and exclusively responsible for compliance with local laws.

 

 

Limitation of Time to File Claims

 

Any cause of action or claim you may have arising out of or relating to this agreement or the must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

 

 

Entire Agreement

 

The Agreement constitutes the entire agreement between you and Rememberly regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Rememberly. You may be subject to additional terms and conditions that apply when you use or purchase other Rememberly’s services, which Rememberly will provide to you at the time of such use or purchase. 

 

 

Contact

 

If you have any questions about this Agreement, you may contact us via e-mail at support@rememberly.app